Exhibit 10.7(a)


           AGREEMENT BETWEEN EDUCATIONAL VIDEO CONFERENCING, INC. AND
               MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
                FOR THE OFFERING OF INTERACTIVE TELEVISED COURSES
                         AND DISTANCE LEARNING PROGRAMS

                                   WITNESSETH

This  AGREEMENT is executed this 30th day of June 1999,  (and is effective as of
the  8th  day  of  July,  1999)  between  Educational  Video  Conferencing  Inc.
(hereinafter  "EVC"),  with offices  located at 35 EastGrassy Sprain Road, Suite
504,  Yonkers,  New  York  10710,  and  Merrill  Lynch,  Pierce,  Fenner & Smith
Incorporated  (hereinafter "Merrill Lynch"), with its World Headquarters located
at the World Financial Center, North Tower, 250 Vesey Street, New York, New York
10281.

Whereas,  Merrill  Lynch offers a Tuition  Assistance  Program to its  employees
pursuant to which  employees  may qualify for  reimbursement  of tuition paid to
qualifying colleges and universities; and

WHEREAS,  certain colleges and  universities  have contracted with third parties
which provide college courses to matriculated and  non-matriculated  students at
the students' place of employment via  telecommunications and video conferencing
facilities,  on an  interactive,  real-time  basis  (hereinafter  referred to as
"Interactive Televideo Distance Learning"); and

WHEREAS,  EVC is one such provider of Interactive  Televideo  Distance  Learning
which is (a)  currently  under  contract with  colleges and  universities  which
qualify for Merrill Lynch's  Tuition  Assistance  Program,  and (b) paid by such
colleges  and   universities  to  deliver  the  college  courses  and  materials
comprising the Interactive Televideo Distance Learning; and

WHEREAS,  Merrill Lynch desires to provide its employees with the opportunity to
participate in Interactive  Televideo  Distance  Learning at domestic  locations
designated by Merrill Lynch pursuant to individual  Schedule(s)  issued pursuant
hereto; and

WHEREAS,  EVC has the ability to provide  such  Interactive  Televideo  Distance
Learning  and agrees to provide  same to Merrill  Lynch in  accordance  with the
terms and conditions of this Agreement;

<PAGE>

NOW, THEREFORE, the parties agree as follows:

EVC agrees to make available  Interactive Televideo Distance Learning to Merrill
Lynch  employee who (a) qualify for Tuition  Assistance  Program,  (b) have made
application to their respective  colleges and universities  that they be allowed
to participate in Interactive  Televideo Distance Leaning with EVC at designated
Merrill Lynch premises,  and (c) have been granted the right by their college or
university to do so, commencing with the Fall 1999 semester.

Pursuant  to Merrill  Lynch's  written  request,  which shall take the form of a
Schedule (an example of which is attached hereto as Exhibit A), EVC will provide
to Merrill  Lynch,  such  materials  (in hard copy  and/or  electronic  format),
computer programs and Merrill Lynch approved equipment (collectively referred to
as  "Technology")  as may be necessary to implement  the  Interactive  Televideo
Distance Learning; provided, however, that in all instances EVC shall be subject
to the security  requirements  and  operational  procedures of Merrill Lynch, as
well as the direction and  management of the ML personnel who shall serve as the
"ML Site Liaison" The ML Site Liaison shall supervise, coordinate and manage the
implementation  of  EVC's  Interactive  Televideo  Distance  Learning  at the ML
location  designated  in the  Schedule  with  personnel  from  all  relevant  ML
business,  functional and operational  areas,  e.g.,  Domestic Site  Management,
Training and Development,  Corporate Human Resources,  and such other functional
and operational  areas of Merrill Lynch which has/have  jurisdiction over the ML
location and the business conducted therein or therewith.

EVC hereby agrees to take  direction  from the ML Site Liaison and such other ML
personnel as designated by the ML Site Liaison in  Implementing  the Interactive
Televideo  Distance  Learning  to meet the dates and times for  delivery  of the
courses at the  particular  ML  location.  In no event  shall EVC (1) use any ML
equipment,   including  without   limitation  any  desktop  computers  or  video
conferencing  equipment at the designated ML location  without the prior written
consent of  authorized  personnel,  or (2) install any equipment on ML premises,
without the prior  written  consent of authorized  personnel  from (a) of the ML
business unit requesting the Interactive Televideo Distance Learning, and (b) ML
Domestic Site Management for such location.

         EVC will provide video enabled computers for Merrill Lynch locations if
the student course registrations at said locations meet EVC projections for each
said location, subject to the approval of the appropriate Merrill Lynch business
unit and appropriate domestic site management.

It is acknowledged and agreed by EVC that under no circumstances  shall the cost
of implementing  EVC's interactive  Televideo  Distance Learning be borne by ML,
unless otherwise expressly agreed in the Schedule by authorized personnel of the
ML business unit requesting EVC's services and programming.

<PAGE>

In the event that, in the opinion of EVC, enrollment  justifies additional video
conferencing  room systems,  EVC will provide and install such  additional  room
video  conferencing  systems  that  shall be  compatible  with  Merrill  Lynch's
installed  base of  video  conferencing  systems  at no cost to  Merrill  Lynch,
subject to the  approval of the  appropriate  Merrill  Lynch  business  unit and
appropriate domestic site management.

MERRILL  LYNCH  agrees to allow EVC to  transmit  courses  on a  schedule  to be
mutually agreed upon and general  conformity  with Monday through  Thursday from
5:00 p.m. to 11:00 p.m.,  Friday 5:00 p.m. to 8:00 p.m. and  Saturday  from 9:00
a.m. to 3:00 p.m.

Subject to the  approval of the  appropriate  Merrill  Lynch  business  unit and
appropriate  ML domestic  site  management,  EVC will offer  courses  over video
enabled  desktop  computers  supplied by EVC at locations to be mutually  agreed
upon and subject to minimum college student course registrations.

MERRILL  LYNCH agrees that it will make its  employees  aware of their option to
participate in the EVC Interactive  Televideo  Distance Learning program as part
of the ML Tuition Assistance Program

EVC shall also  coordinate its  activities  with (and through) Ms. Carol Herman,
Manager, ML Tuition Assistance Program, and in accordance with ML's policies and
procedures concerning same.

EVC shall offer  undergraduate  and graduate courses and programs in Management,
Marketing,  Economics,  Finance and Accounting to MERRILL LYNCH from  accredited
colleges and universities.  The specific courses, degree programs and designated
colleges  and  universities  shall be subject to the review and  approval of the
manager, ML Tuition Assistance  Program,  or her designee,  in consultation with
the ML Site  Liaison,  prior  to the  commencement  of the  applicable  academic
term(s) ML will endeavor to complete  such review and approval  three (3) months
prior to such  academic  terms(s)  Subject  to  Merrill  Lynch's  prior  written
approval,  certain communications  describing the Interactive Televideo Distance
Learning program may be provided  (electronically or otherwise) by Merrill Lynch
to Merrill  Lynch  employees.  Such  approval,  if any, will be set forth in the
applicable Schedule.

MERRILL  LYNCH's  Tuition  Assistance  Program,  through its Manager,  agrees to
endeavor  to provide  EVC with such  information  concerning  enrollment  in the
Interactive Televideo Distance Learning program at ML as it deems reasonable and
necessary to the successful implementation and operation of the program at ML.


<PAGE>

Subject to the written  approval of the appropriate  Merrill Lynch business unit
and  appropriate  domestic  site  management,  ML will allow EVC to utilize  its
installed base of room systems to transmit courses to ML employees at no cost to
EVC.

Unless  otherwise  expressly  provided  in a Schedule  by the ML  business  unit
requesting  the  Interactive  Televideo  Distance  Learning at the designated ML
location,  EVC agrees that it will pay all  telecommunications  costs, including
monthly charges,  associated with signal transport from any educational provider
to EVC's bridge at no cost to Merrill Lynch.  EVC is also responsible to pay all
multipoint bridging costs.

MERRILL  LYNCH agrees that it will pay all  telecommunications  costs  including
monthly charges  associated with signal  transport from ML's video  conferencing
sites to EVCs bridge.

Merrill Lynch agrees that it will provide its  employees  with access to Merrill
Lynch  facilities from which to participate in EVC courses at no cost to EVC; ML
shall be responsible for security personnel, if necessary.

It is acknowledged and agreed by EVC that the opportunity to present Interactive
Televideo  Distance  Learning to ML  employees  at ML  designated  locations  is
provided to EVC on a non-exclusive  basis;  that nothing in this Agreement shall
prevent  ML from  entering  into the same or  similar  arrangements  with  other
providers of the same or comparable services or programs. The parties agree that
they  will  cooperate  with one  another  in  promotion  the EVC  program  to ML
employees.

EVC agrees to comply with all the rules,  policies and  procedures of ML Tuition
Assistance  Program,  as well  as  ML's  security  regulations  and  operational
procedures in implementing this Interactive  Televideo Distance Learning program
at each ML designated location.

Subject to the  approval of the  appropriate  Merrill  Lynch  business  unit and
appropriate  ML site  management,  EVC shall be permitted to conduct open houses
and  registration  meetings at such Ml locations as can be mutually  agreed upon
from time to time.

MERRILL  LYNCH shall grant EVC, its  employees  and/or  agents such access to ML
facilities as shall be reasonably  necessary to the installation and maintenance
of any equipment  provided by EVC in connection with this agreement,  as well as
for the proper administration of the program contemplated hereunder.

<PAGE>


Any  equipment  which is permitted  by ML to be installed by EVC in  conjunction
with this  program  (which  permission,  if  granted,  shall be set forth in the
Schedule applicable to the ML designated location and initialed by authorized ML
Domestic Site Management  Personnel)  shall remain the sole property of EVC and,
upon the expiration determination thereof shall be immediately picked by EVC.

MERRILL  LYNCH shall be permitted to utilize EVC  equipment  when same is not in
use by EVC and agrees to hold EVC  harmless  and  indemnify  EVC for any loss or
damages  resulting from the use of said equipment by ML; in addition,  ML agrees
to  immediately  reimburse  EVC for any  costs  associated  with the  repair  or
replacement of any equipment lost, damaged or stolen while in ML's possession.

In  addition,  ML agrees not to permit  any other use,  other than by EVC of its
installed  base of room  systems  during any  regularly  scheduled  EVC class or
course;  ML further agrees to promptly repair or replace,  as necessary,  any of
its equipment or systems  which will be utilized by EVC in delivering  access to
classes and programs hereunder.

The terms of this agreement  shall be five (5) years from the date first written
above and this agreement shall be automatically extended for one additional year
on each anniversary of the original execution.

In the event that either party should  desire not to  automatically  extend this
agreement,  then the party so  desiring  must  notify the other in  writing,  by
Certified Mail, Return Receipt  Requested,  not less than ninety (90) days prior
to the anniversary  date of this  agreement,  in which case this agreement shall
only have four (4) years remaining in its term.

EVC's Intellectual Property Infringement Indemnification

EVC shall  defend,  at its sole  expense,  indemnify,  defend and hold  harmless
Merrill Lynch, its parents,  and subsidiaries and affiliates of Merrill Lynch or
its parent,  and their  respective  clients,  customers,  suppliers,  licensors,
officers,  directors,  employees, agents, and contractors,  from and against all
loss  liability,  damages,  costs and expense,  judgments and awards  (including
without limitation,  fees disbursements and expenses of legal counsel) resulting
in any way from a claim or action for  Infringement by virtue of Merrill Lynch's
use and/or possession of the content,  information,  materials and/or Technology
comprising the Interactive Televideo Distance Learning program provided by or on
behalf of EVC  hereunder.  Merrill Lynch shall have the right to  participate in
the defense or any such claim or action and all  negotiations for its settlement
or compromise.  Nothing herein shall give EVC the right to bind Merrill Lynch to
any agreement without its prior written consent.

<PAGE>

EVC,  for  itself  and on  behalf  of its  employees,  agents,  contractors  and
representatives  ("Personnel"),  agrees to defend,  indemnify  and hold  Merrill
Lynch,  its parent  and  subsidiaries  and  affiliates  of Merrill  Lynch or its
parent, and their respective clients, customers, suppliers, licensors, officers,
directors,  agents employees and contractors,  harmless from and against any and
all liabilities,  damages, losses, expenses, demands, claims, suits or judgments
(including  reasonable attorney's fees, costs and expenses) arising out of or in
connection  with (a) any act or omission of EVC or EVC's  Personnel,  or (b) the
services  performed  or the  Interactive  Televideo  Distance  Learning  program
components, in whole or in part, provided hereunder.

Confidential Information
------------------------

EVC,  on its  own  behalf  and on  behalf  of EVC  Personnel,  agrees  that  any
information or material  concerning Merrill Lynch, its parent or subsidiaries or
affiliates of Merrill Lynch or its parent, their respective clients,  customers,
suppliers,  licensors, officers, directors,  employees, agents, and contractors,
which is provided or disclosed to EVC, or to which EVC may otherwise have access
during the term of this Agreement,  is  confidential  and proprietary to Merrill
Lynch ("Merrill Lynch Confidential Information"). Such information shall be held
in trust and  confidence by EVC and its personnel and shall not be disclosed to,
or  reproduced  or  used  by  EVC or its  Personnel  for  its  own  purposes  or
distributed  to  any  third-party.  EVC  acknowledges  that  all  Merrill  Lynch
Confidential information is the sole and exclusive properly of Merrill Lynch and
will be immediately  returned by EVC either (a) upon request of Merrill Lynch or
(b) upon the termination of the Agreement,  whichever  occurs sooner.  EVC shall
inform its Personnel of these restrictions on the use, possession,  distribution
and  disclosure of Merrill Lynch  Confidential  information  and shall cause its
Personnel to execute all  necessary  and  appropriate  documents and writings to
ensure compliance with the obligations of trust and confidence set forth herein.

Representations, Warranties and Covenants.
-----------------------------------------

(a) EVC  represents  and warrants and covenants  that (i) it has the  expertise,
experience  and  familiarity  with the subject  matter  necessary to perform the
Interactive  Televideo  Distance  Learning  program and provide all the content,
materials,  information  and Technology  comprising same under the terms of this
Agreement;  (ii) that the Interactive  Televideo Distance Learning program shall
be provided in accordance with and shall conform to the highest professional and
industry  standards;  (ii)  that the  Interactive  Televideo  Distance  Learning
program  shall be provided in  accordance  with and shall conform to the highest
professional and industry standards; (iii) EVC has all right, title and interest
in, or otherwise  has the lawful  right to provide,  the  Interactive  Televideo
Distance  Learning  program,  in whole and in part,  to Merrill  Lynch under the
terms and  conditions  of this  Agreement;  (iv) that EVC has all the  requisite
agreements,  consents,  permissions  and  licenses  to provide  the  Interactive
Televideo  Distance  Learning
<PAGE>

program to ML; and (v) that same does not Infringe  upon any patent,  copyright,
trade secret or other  intellectual  property right or interest,  proprietary or
otherwise, of a third party ("Infringement");

EVC shall not use  Merrill  Lynch's  name or logo,  or that of its parent or any
subsidiary  or  affiliate  of Merrill  Lynch,  or its parent,  in any  publicity
release or advertising or any other publicly  distributed  materials,  including
without  limitation  via the  Internet  or on any web  site(s)  or web  page(s),
without securing Merrill Lynch's prior written consent, which may be withheld in
its sole discretion.  Under no  circumstances  shall EVC be permitted to use the
aforementioned logo, in any capacity or manner.

         It is  expressly  agreed  and  understood  that  except  for  EVC's (a)
infringement   indemnity  obligations,   (b)  breach  of  confidentiality,   (c)
intentional  act(s),  gross  negligence  or willful  misconduct,  and except for
damage to  tangible  property,  neither  party  shall be liable for  incidental,
special  or  consequential  damages  related  to  or  in  connection  with  this
Agreement.

All notices  required to be given  hereunder shall be done in writing and mailed
certified,  return  receipt  requested,  to the other  party at their last known
address, and shall be deemed given when mailed.

This agreement shall be construed and interpreted under the laws of the State of
New York.

         If any portion of this  agreement is held to be void or  unenforceable,
it shall not effect the validity and enforceability of the remaining portions.

         Any  disputes   arising   hereunder  shall  be  determined  by  way  of
arbitration before the American Arbitration Association at their offices located
in White Plains, New York.

         The foregoing constitutes the entire agreement between the parties with
respect to the matters  contained  herein and no other such agreements  shall be
valid  unless in  writing  and  subscribed  to with the same  formality  as this
document.

WHEREFORE,  the parties  have  hereunto  affixed  their hands and seals the date
first indicated above.

<PAGE>


MERRILL LYNCH



By:/s/ Jannine Viteli
   -------------------------------
         Jannine Viteli
         Relationship Manager
         FSOS, Performance Support



EDUCATIONAL VIDEO CONFERENCING, INC.



By: John J. McGrath, Ph.D
   --------------------------------
         John J. McGrath, Ph.D
         President